IBM Blue on Blue Program Letter

Promotion Title: IBM Solution Accelerator Promotion No: IPB12-022Rev4 Eligibility IBM Blue on Blue Program Letter Business Partner Type: Registered IBM India partners who re sell STG and SW Products Route : Full Duty Purchases Only. (All Zero Duty and High Sea Sale Purchases Excluded) Qualifying Product : See Annexures on Eligible Products The Offer: IBM through Avnet is now offering the IBM Solution Accelerator Incentive that rewards the simultaneous sale of eligible IBM Servers and/or Storage with eligible IBM Software licenses to a single end user customer, in the same physical location. This announcement to reward greater cross-selling by IBM Business Partners will drive more solution selling and value to our clients to meet their business needs, increase leverage of the breadth and depth of IBM offerings, and ultimately increase IBM market share. The purpose of this intent of this program is to encourage greater cross-selling by IBM Business Partners, drive greater solution content into the marketplace, and better leverage the breadth and depth of IBM's offerings. There are two incentive elements: Hardware/Software Base Incentive: 4% additional rebate (available by claim) on the eligible IBM System x, Storage, PureFlex System products and Power products (excluding PowerLinux), and a 11% additional rebate (available by claim) on the eligible IBM Software licenses, when the eligible IBM Servers and/or Storage models and IBM Software licenses are sold together to a single Solution Provider or Reseller. For claims that have an IBM Invoice date on or after 29th May 2012 the additional rebate on Power products (excluding PowerLinux), will be 4% Solution Bonus Incentive: An additional 7% rebate (available by claim) on the eligible IBM Software licenses can be claimed when the software products included meet the requirements of a predefined Solution Bundle. One or two Solution Providers or Resellers can be used to sell a Solution Bundle. Promotion Specifications This program can be combined with the other system STG and SWG Programs. Where ever USD ($) is mentioned in this document, Exchange Rate to be taken at Rs.45/- to get equivalent Indian Rupee value. However this exchange rate may vary subject to market fluctuations & the same shall be notified to the partners. To qualify for the incentive: Solution Provider or Resellers must sell an eligible IBM Server and/or Storage model together with IBM Software licenses to an end user customer via a single order. The Solution Provider or Reseller can invoice the hardware/software separately, but they must provide both invoices, both must be for the same end user name & location in a country and the two invoices must be dated within 15 days of each other. See Annexure section for eligible product details for the Base Incentive. Any combination of qualifying IBM Servers and/or Storage models and IBM Software license are eligible. Two Solution Providers or Resellers can work together for the End User Customer sale of a Solution Bundle to receive the Bonus Incentive. They can invoice the hardware/software separately, but they must provide both invoices, both must show the same end user name & location in the same country

and the two invoices must be dated within 15 days of each other. See Annexure section for the defined eligible Solution Bundles. Sales to public sector and/or government owned entity End Users are also eligible. The minimum total transaction size must be at least US$20K (approx. 9 Lacs INR; but subject to USD fluctuations) of eligible IBM Servers and/or Storage models and IBM Software licenses. There is no maximum claim limit. Solution Provider or Resellers must be authorised to sell all Hardware and/or Software products for which they will claim this incentive. Eligible Hardware and Software products may be sourced from one or more authorized Distributors. Incentive Calculation: 1) Minimum transaction size is US$20K. 2) Hardware transaction revenue used to determine the transaction size and bonus calculation is based on the net amount invoiced by Avnet to partner for the eligible products. Software transaction revenue for transaction size and bonus calculation is the Software End User Entitled Price, billed to partner. 3) Hardware and Software must each be at least 30% of the eligible revenue. If the ratio is less than 30%, the Hardware and Software rebate will be capped at the 30% revenue level. Example 1: No cap If $100K claim consists of $30K hardware and $70K software, the ratio of hardware to software is at the 30%/70% ratio. Earnings of $8.9K ($30K x 4% plus $70K x 11%). Example 2: No cap If $100K claim consists of $70K hardware and $30K software, the ratio of hardware to software is at the 30%/70% ratio. Earnings of $6.1K ($70K x 4% plus $30K x 11%). Example 3: Capped rebate If $100K claim consists of $15K hardware and $85K software (which is not in 30%/70% ratio), the lesser value component will be taken at 30% and hence the software component will be adjusted downward to $35K, so that the ratio of hardware to software realigns at 30%/70% ratio. And, in this example that adjustment results in $50K total claim, which meets the minimum claim requirement. Earnings of $4.45K ($15K x 4% plus $35K x 11%) If the adjustment resulted in less than $20K total, the claim would be denied. Example 4: Capped rebate If $100K claim consists of $85K hardware and $15K software (which is not in 30%/70% ratio), the lesser value component will be taken at 30% and hence the hardware component will be adjusted downward to $35K, so that the ratio of hardware to software realigns at 30%/70% ratio. And, in this example that adjustment results in $50K total claim, which meets the minimum claim requirement. Earnings of $3.05K ($35K x 4% plus $15K x 11%) If the adjustment resulted in less than $20K total, the claim would be denied. Example 5: Capped rebate If $100K claim consists of $97K hardware and $3K software (which is not in 30%/70% ratio), the lesser value component will be taken at 30% and hence the hardware component will be adjusted downward to $7K, so that the ratio of hardware to software realigns at 30% - 70% ratio. And, in this example that adjustment results in $10K total claim, which is less than the required minimum of $20K total, therefore the claim would be denied.

Example 6: Capped rebate with Solution Bundle Bonus If $100K claim consists of $15K hardware and $85K software (which is not in 30%/70% ratio), the lesser value component will be taken at 30% and hence the software component will be adjusted downward to $35K, so that the ratio of hardware to software realigns at 30%/70% ratio. If the software component meets the requirements of one of the pre-defined Solution Bundles, the software will also apply for the Bundle Bonus. And, in this example that adjustment results in $50K total claim, which meets the minimum claim requirement. Earnings of $6.5K ($15K x 4% plus $35K x 18%) If the adjustment resulted in less than $20K total, the claim would be denied. Promotion Period Start date : 7 th March 2012 End date : 31 st December 2012 Eligible products Includes: All features included in the base configuration Products sold under special bid terms (including frame agreement and IVO offerings) Products sold under demonstration or development terms Orders for Try and Buy equipment until such time that the end-user purchases the product Products sold under a Transaction Agreement Bulk MES Products Internal use Products Model Upgrades and 'after market' (MES) orders for features SDI products Used equipment Software subscription products Excludes: Part Number Options sold along with the IBM server and/or Storage models SWG software sold with ELA contract SWG software in Passport Advantage Band I or J SWG Support Provider revenue is excluded. This promotion is combinable with all other discounts and rebates on the eligible products. How to claim The partner must submit a claim to Avnet in the prescribed format within 10 days of the End User Invoice date with all supporting documents as listed below. IBM will reimburse Avnet when all the claims are verified & approved by IBM. Business Partner to please ensure the documents clearly state the date, amount and product model of the purchase made. If a Solution Provider or Reseller acquires qualifying IBM Servers and/or Storage from one IBM authorised Distributor and the IBM Software licenses from a second IBM authorised Distributor, then the Software Distributor will submit a consolidated and single claim to IBM, including the Hardware Machine Types/Part Numbers and Serial Numbers purchased from the Hardware Distributor. Once the claim is validated by IBM, the Hardware component of the claim will be paid to the Hardware Distributor, while the Software component of the claim will be paid to the Software Distributor.

If two Solution Providers or Resellers are working together to provide the Solution Bundle, they must work together to provide all the details required for the claim to the Software Distributor. Any late submission will not be entertained. Softcopy supporting documents are not acceptable. Supporting documents required: Separate Debit note / Invoice on Avnet Technology Solutions (India) Pvt Ltd to claim the rebate. Copy of signed Delivery challan/invoice from Avnet to partner & partner to end customer along with the claim for the corresponding promotional offer. Note: Please mention the PAN NO. in all the Debit notes The reimbursement will be subject to submission original/copies of the bills for amounts incurred and will be the lower of the amount eligible or the amount actually spent. It is mandatory to mention the Machine Type-Model or Serial Number in either the claim form or supporting documents. Payment The earned bonus amount will be paid by Avnet to the partner(s) within 90 days of receiving complete and accurate documentation for the claim. It is the Business Partner Reseller or Solution Providers responsibility to agree any terms upon which the incentive payment is to be split. The rebate shall be paid through cheque/demand draft after deducting TDS/withholding tax as applicable from Business Partner. Additional information/conditions IBM reserves the right to request additional information concerning the relevant transactions at any time and to reject requests which the eligibility criteria is not met. You must provide accurate sales out reporting for IBM to calculate your attainment and payment. This Program rebate is in addition to the base discount that the partner would normally receive for these products as specified in the applicable IBM Business Partner Agreement. If IBM determines during its audit activities that the relevant transaction(s) do not qualify for the Program, in addition and without prejudice to any rights IBM may have under the Business Partner Agreement or otherwise in law in respect of such transaction (s), the relevant discounts shall become repayable to IBM and IBM may recover such sums directly from the Business Partners. IBM makes no commitment that this promotional discount/rebate will apply in any future program. IBM reserves the right to modify or withdraw this promotion at any time. IBM has the right to terminate the participation of any partner in this program if they fail to comply with the above process.

ANNEXURE I Eligible IBM STG Hardware IBM Power Part Systems PS700 8406-70Y PS701/702 8406-71Y PS703 7891-73X PS704 7891-74X Power 710 8231- E1C Power 720 8202- E4C Power 730 8231- E2C Power 740 8205- E6C Power 750 8233- E8B Power 770 9117- MMC Power 780 9179- MHC Power 795 9119- FHB IBM System x Part IBM PureSystems Part HS22 7870 IBM Flex System x240 8737 Compute Node HS23 7875 IBM Flex System Enterprise 8721 Chassis HS22V 7871 IBM Flex System Manager 8731 Node HX5 7873 IBM Flex System Manager 5641 x3630m3 7377 IBM Flex System p260 & p460 7895 Compute Nodes x3550m3/m4 7944, IBM Flex System x240 7863 7914 Compute Node x3650m3/m4 7945, IBM Flex System Enterprise 7893 7915 Chassis x3850x5 7143 IBM Flex System Manager 7955 Node x3950x5 7143 IBM Flex System Manager 5765 x3690x5 IBM Storage Systems Part IBM BladeCenter Part IBM BNT Top of Rack Switches Part DS3500 1746 S 8886 G8000 0446, 7309 V7000 2076 E 8677 G8124E 0446 V7000 2073 H 8852 G8052 7309, 1455-48E V7000 SW 5639- VM1 HT DC 8740 G8316 7309, 8036 V7000 SW 5639- VF1 HT AC 8750 G8124 7309, 1455-24E G8264 7309, 1455-64C

Open Products: All SVP open products ANNEXURE II Eligible IBM Software Authorised Products: Selected SVP Authorised Products (See List Below) Business Process Manager InfoSphere BigInsights Enterprise Edition Sterling Connect: Express Cognos Business Intelligence InfoSphere Discovery Sterling Connect: Direct Cognos Express InfoSphere Optim Family Sterling Control Center Cognos FSR InfoSphere Streams Sterling File Gateway Cognos Mobile InfoSphere Warehouse Sterling Gentran Cognos TM1 Lotus Protector for Mail Sterling Gentran: Director Collaboration Accelerator Lotus Quickr Sterling Order Management Connections Mobile Portal Accelerator Sterling Secure Proxy Content Accelerator MQ File Transfer Edition Sterling Supply Chain Vendor Comp. Content Manager On Demand Netcool OMNIbus & Network Mgr Sterling Supply Chain Visibility (CMOD) Netcool ONMIbus Tivoli Endpoint Manager (TEM) Family Customer Experience Suite Omnifind Discovery Edition Tivoli Monitoring DataCap TaskMaster Product Imaging Edition ( PIE) Tivoli Monitoring for Virtual Environments DB2 Connect Rational Application Developer Tivoli Provisioning Manager DB2 Enterprise Server Tivoli Storage Productivity Ctr Std Edition (TPC Family Rational Functional Tester SE) DB2 Everyplace Rational Performance Tester Unica Campaign DB2 PureScale or PureCluster Rational Requirements Composer Web Content Management DB2 Storage Optimization Sametime Advanced WebSphere Cast Iron DB2 WorkGroup Sametime Unified Telephony WebSphere Commerce Domino Messaging CAL Smart Analytics Sys 5710 SW WebSphere Dashboard Domino Server Smart Cloud Monitoring (SCM) WebSphere Enterprise Service Bus FileNet Content Manager SmartCloud Control Desk WebSphere extreme Scale Forms Designer SmartCloud Provisioning (SCP) WebSphere Message Broker Forms Server SPSS Collab and Deploy Services WebSphere MQ Forms Viewer SPSS Modeler WebSphere MQ Low Latency Msg Information Server Family SPSS Statistics WebSphere Operational Decision Mgmt Informix DB Family Sterling B2B Integrator WebSphere Portal Informix Warehouse Sterling Configure Price Quote WebSphere Services Registry & Repository

ANNEXURE III Eligible IBM Solutions Definitions Optimize Business Infrastructure Server Storage SWG Storage Resource Management Y DS3500 V7000 Tivoli Storage Productivity Center Std. Edition Rapid Application Storage V7000 Flash Copy Mgr See Your Systems - Find the Y CCMDB, TADDM Change Server Patch Management Y TEM Patch Mgt Server Lifecycle Management Y TEM Lifecycle Mgt Resilient Cloud Y Smart Cloud Provisioning, Smart Cloud Monitoring Pre-emptive Compliance Y Netcool, TUAM Cloud Assurance Y Smart Cloud Monitoring, Netcool, TUAM Accelerate Product & Service Server Storage SWG Innovation Developer Productivity Y Rational Compilers, Rational Developer Power Application Lifecycle Management Y Rational Requirements Composer, Rational Team Concert Turn Information into Insight Server Storage SWG Life Cycle Management Y Optim, any DB product Integrated Application Platform Y WebSphere Application Server, DB2 IBM Analytics Server Y InfoSphere Warehouse, Information Server, Cognos Analytics & Informix Warehouse Y Cognos Express with Insights, Informix Warehouse Manage Risk, Security & Server Storage SWG Compliance TKLM Y Tivoli Key Life Cycle Manager Server Security Protection Y Server Security Protection Virtual Server Protection Y Virtual Server Protection Enable Agile Business Processes Server Storage SWG & Applications Application runtime Y DS3500 WAS + DB2 V7000 Broker for SMB Y V7000 Message Broker Exp + ITCAM for MS Apps Cloud Integration Y CI Appliance/HV + BlueWorks Live Application Integration Y WebSphere ESB + WebSphere Portal +Adapters Extreme Application Cashing Y WAS + WXS + DB2

Runtime Analytics Y WAS + Cognos Exp Runtime Analytics Y CI + BlueWorks Live + Cognos Exp Mobile framework Y Tivoli End point Manager + Cognos Exp Deepen Engagement with Server Storage SWG Customers, Partners & Employees Social Local Mobile Coll. (SoLoMo) Y Notes w/ Collaboration, Mobile Portal Accelerator, Connections Web Experience Gets Social Y Portal, WCM, Connections Accelerate Your Soc. Bus. Agenda Y Connections Social Business in the Cloud Y IBM SmartCloud for Social Business Social Analytics Y Cognos, Connections Social Content Y ECM, Connections Social WebSphere Y WebSphere, Connections MM Social Business Y Lotus Domino/Notes Lotus Protector, WS Portal Express Business Analytics Server Storage SWG Y Integrated Business Analytics and Advance Analytics for Midmarket and Departmental IBM Cognos Express + SPSS Modeler (Midmarket & Departmental) Portal, WCM, Connections Analytics & Informix Warehouse Y Cognos Express with Insights & Informix Warehouse IBM Analytics Server Y InfoSphere Warehouse & Information Server & Cognos 10 / Cognos Express Social Business Analytics Y Lotus Connections + Cognos Runtime Analytics Y WAS + Cognos Express Cloud Starter pack Y CI + BWL + Cognos Expressbbb Mobile framework Y BigFix + Cognos Express Asset Management Analytics Y Tivoli Common Reporting + Cognos or SPSS Enterprise Marketing Analytics Y Unica and Cognos 10 or SPSS Smarter Commerce Analytics Y Sterling and Cognos 10 or SPSS Industry Solutions Server Storage SWG EMM Digital Marketing (Email Y Unica Campaign Campaigns) ECM Content Manager Y ECM Content Manager B2B Business Solutions Y DS3500 Sterling B2B Integration; GenTran: V7000 ConnectDirect; MFT Commerce Solutions Y DS3500 V7000 Optimization Y V7000 ilog Optimization * Open Distribution Software * Server = Y denotes required content (x or Power) WebSphere Commerce; Configure Price Quote Order Management; Supply Chain